INTRODUCTION
This Amendment No. 1 to the Transaction Statement on Schedule 13E-3 (this “Amendment No. 1”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the following person (each, a “Filing Person”): Forian Inc., a Maryland corporation (“Forian” or the “Company”) and the issuer of the common stock, par value $0.001 per share (each a “Share,” and collectively, “Shares”) that is the subject of the Rule 13e-3 transaction, Bravo Merger Sub, Inc., a Maryland corporation (“Merger Sub”) and a wholly owned subsidiary of 2025 Acquisition Company, LLC, a Delaware limited liability company (“Parent,” and together with Merger Sub, the “Buyer Parties”), Parent, Max Wygod, an individual, and Adam Dublin, an individual. This Amendment No. 1 amends and supplements the Transaction Statement on Schedule 13E-3, filed by Forian with the U.S. Securities and Exchange Commission (the “SEC”) on April 16, 2026 (together with any amendments and supplements thereto, the “Schedule 13E-3”).
The Schedule 13E-3 relates to the tender offer by the Buyer Parties to acquire all of the outstanding Shares at a purchase price of $2.17 per Share (the “Offer Price”), to the seller in cash, without interest and subject to deduction for any required tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase (as it may be amended, supplemented or otherwise modified from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as it may be amended, supplemented or otherwise modified from time to time, the “Letter of Transmittal,” which, together with the Offer to Purchase, as they may be amended, supplemented or otherwise modified from time to time, collectively constitute the “Offer”). The Offer does not include an offer to purchase any Shares owned by the Buyer Parties as of the commencement of the Offer (each, an “Excluded Company Share”). The Offer is described in a Tender Offer Statement filed under cover of Schedule TO with the SEC on April 16, 2026, by, amongst others, Parent (as may be amended or supplemented from time to time, the “Schedule TO”).
Except as otherwise set forth in this Amendment No. 1, the information set forth in the Schedule 13E-3 remains unchanged and is hereby expressly incorporated by reference to the extent relevant to the items in this Amendment No. 1.
Amendments to the Schedule 13E-3.
Items 1 through 16 of the Schedule 13E-3 are hereby amended and supplemented as follows:
1.
| Item 3 of the Schedule 13E-3 is hereby amended and supplemented by adding the following text at the end of the disclosure: |
“Max Wygod is an individual whose business address is Forian Inc. 41 University Drive Suite 400 Newtown, PA 18940 and business number is (267) 225-6263. Max Wygod is an affiliate of Forian by virtue of his positions as Executive Chairman and a Class III director of Forian and as the Chief Executive Officer and President of Forian.
Adam Dublin is an individual whose business address is Forian Inc. 41 University Drive Suite 400 Newtown, PA 18940 and business number is (267) 225-6263. Adam Dublin is an affiliate of Forian by virtue of his positions as a Class III director of Forian.”
2.
| Item 13(a) of the Schedule 13E-3 is hereby amended and supplemented as follows (new language bolded and underlined; deleted language struck through): |
“(a) Financial statements. The audited consolidated financial statements set forth in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 2025 and the financial statements set forth in Item 1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 are incorporated herein by reference.
The information set forth in the Offer to Purchase under the following caption is incorporated herein by reference:
“The Tender Offer-7. Certain Information Concerning Forian.”